SEC warns IFEC on board inaction
The Securities and Exchange Commission (SEC) has told the board of directors of Inter Far East Energy Corporation Plc (IFEC) to urgently hold a shareholders’ meeting or risk violating the Securities and Exchange Act.
“The SEC has already issued a letter to IFEC’s board of directors,” said assistant secretary-general Sirivipa Supantanet. “If IFEC’s board of directors doesn’t take any action, the SEC could consider that the directors have not performed their duties with responsibility, caution, integrity and not complying with the law for the company’s utmost benefit in accordance with Section 89/7 of the Securities and Exchange Act.
“IFEC’s shareholders can also exercise their rights in accordance with Section 100 of the Securities and Exchange Act to ask the company’s board of directors to hold a shareholders’ meeting.”
The market regulator’s order followed a visit by IFEC’s minority shareholders to the SEC yesterday to ask the commission to urge IFEC’s board of directors to resolve existing problems so the company can resume business operations.
The SEC has acknowledged the distress of the company’s minority shareholders and the market regulator has not ignored such problems, Mrs Sirivipa said.
The SEC has invited the company’s directors, executives and shareholders to come together to seek a resolution, she said, but such attempts have not been successful, resulting in IFEC’s inability to hold a shareholders’ meeting.
The SEC on Thursday ordered IFEC to hold a shareholders’ meeting to fill vacant positions in the company’s board of directors for the sake of shareholders.
The market regulator exercised its authority under Section 58 of the Securities and Exchange Act to allow IFEC and its directors to inform the SEC about the process of setting up a shareholders’ meeting.
The process should be publicly registered with the Stock Exchange of Thailand within seven days or by March 22. The SEC order followed IFEC’s announcement to the SET on Wednesday that three executives had resigned from their positions.
IFEC’s audit committee recently called for the SEC to intervene in executive board elections, saying too many board members had resigned and the remaining members could not sign off on the company’s internal audit.
The announcement came after the audit committee found that IFEC was unable to provide any further information during the audit process.
The root of the problem is a years-long dispute between 30,000 IFEC shareholders and former chairman Wichai Thavornwattanayong.
Separately, the SEC has asked Energy Earth Plc to declare information on the truthfulness and the fair value of two coal mines for which it has rights in Indonesia.
Energy Earth has to disclose such information via the SET within 30 days, the SEC said.
The SEC earlier had asked Energy Earth to conduct a special audit of advance payment of goods and reservation fees for product purchases in June 2017.
The company’s auditor later submitted a special audit report in November 2017. The report said Energy Earth had used advance payment, reservation fees and other assets in exchange for rights in two Indonesian coal mines valued at US$731 million (22.8 billion baht).
But the SEC is doubtful about the information and the assumptions used as a reference to calculate the fair value of the company’s rights in the two coal mines.